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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 6, 2000
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SARATOGA BEVERAGE GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware 33-62038NY 14-1749554
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(State or other jurisdiction (Commission File Number) (IRS Employer Identification
of incorporation) No.)
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11 Geyser Road, Saratoga Springs, New York 12866
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (518) 584-6363
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On January 6, 2000, Saratoga Beverage Group, Inc. (the "Company")
issued the press release (the "Press Release") annexed as an exhibit hereto. The
Press Release is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press Release of Saratoga Beverage Group, Inc. dated
January 6, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SARATOGA BEVERAGE GROUP, INC.
(Registrant)
Dated: January 20, 2000 By: /s/ Kim A. James
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Kim A. James
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press Release of Saratoga Beverage Group, Inc. dated January
6, 2000
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FOR IMMEDIATE RELEASE
Contact:
SARATOGA BEVERAGE GROUP, INC.
(518) 584-6363
SARATOGA BEVERAGE GROUP, INC. ANNOUNCES
GOING PRIVATE TRANSACTION AT $6.00 PER SHARE
Saratoga Springs, NY, January 6, 2000 - Saratoga Beverage Group, Inc. (Nasdaq:
TOGA) announced that it has executed a Stock Purchase Agreement and Agreement
and Plan of Merger with affiliates of North Castle Partners. Pursuant to the
terms of the merger agreement, each holder of a share of Saratoga Class A common
stock and Class B common stock (other than certain continuing stockholders) will
receive $6.00 per share in cash in exchange for such holder's shares.
As part of the transaction, Robin Prever, Chairman, President and Chief
Executive Officer of Saratoga, Warren Lichtenstein, Steven Bogen and Barry Cox,
all current directors of Saratoga, and others, have agreed to roll over a
portion of their Saratoga shares into the surviving entity. All of these
stockholders have entered into voting agreements with North Castle to vote their
shares, constituting a majority of the voting power of Saratoga, in favor of the
transaction. Ms. Prever will continue to serve as President and Chief Executive
Officer of Saratoga.
The merger agreement was unanimously approved by the Board of Directors of
Saratoga based upon the unanimous recommendation of the special committee of the
Board which was previously appointed to review the fairness of the transaction
to the public stockholders of Saratoga. The special committee received a
fairness opinion from Schroder & Co. Inc., the financial advisor to the special
committee.
As part of the transaction, North Castle has received commitment letters from
Bank of America and Key Mezzanine Capital Fund for debt financing. North Castle
has committed up to $38.7 million in equity financing for the transaction. The
consummation of the transactions contemplated by the merger agreement is subject
to several customary conditions including, among others, the consummation of the
above-described financings, the approval of the merger by Saratoga's
stockholders, the expiration or termination of the waiting period under the
Hart-Scott-Rodino laws and the absence of material adverse changes to the
business of Saratoga. Although there can be no assurance that the merger will be
completed, Saratoga expects, subject to the satisfaction of all conditions, to
consummate the merger on or before May 31, 2000. Under certain conditions, if
the merger agreement is terminated or the merger is not consummated, North
Castle will be entitled to a termination fee of $1.2 million and reimbursement
of fees and expenses in an amount not to exceed $300,000.
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Saratoga Beverage Group, Inc., formerly the Saratoga Spring Water Company, was
founded in 1872. Saratoga produces sparkling and non-carbonated spring water
products and Saratoga Splash and, through its subsidiary The Fresh Juice
Company, Inc., manufactures, markets and distributes fresh squeezed and frozen
fresh squeezed citrus juices, fresh fruit smoothies (blends of juices and
purees) and other non-carbonated beverages marketed under the labels "Fresh
Pik't," "the Fresh Juice Company," "Hansen's Juices," "Ultimate" and "Just
Pik't." Saratoga's Class A common stock is traded on the Nasdaq SmallCap Market
under the symbol TOGA.
North Castle Partners, with offices in Greenwich, Connecticut and San Francisco,
California, is a leading private equity fund focused on developing healthy
living and aging businesses.
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